The purpose of this post is to highlight certain action items that a publicly-traded company should consider in order to help it preserve compensatory deductions. The timing of this post is triggered by Notice 2018-68 that was issued by the
C-Suite Compensation Center
The C-Suite Compensation Center, published by Hunton Andrews Kurth LLP, focuses on executive compensation strategies and related legal considerations. It covers topics such as compensation design for key employees and founders, tax efficiency, employment law implications, and the integration of diversity, equity, and inclusion (D&I) initiatives into executive pay structures. The blog also addresses regulatory and disclosure issues related to executive compensation, including SEC rules and proxy advisory firm regulations. It provides insights on aligning compensation with corporate governance, human capital management, and shareholder interests, particularly in publicly traded companies.
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IRS Guidance under Section 162(m)
Just a quick note. Today the IRS issued guidance on Section 162(m) of the Internal Revenue Code of 1986 (“Section 162(m)”), as curtailed by the Tax Cuts and Jobs Act of 2017 (i.e., the Act essentially eliminated the performance-based exception to the $1mm deduction limit…
Tip of the Week: Number of Shares to Register under a Form S-8
The purpose of this post is to remind the reader to carefully think about the number of shares that should be registered under a Form S-8 Registration Statement. As highlighted in this post, the number of shares to register is…
Discuss Director Compensation During the Fall 2018 Board Meetings
The purpose of this post is to explain why the Board of Directors (the “Board”) of a publicly-traded corporation should consider having the issuer’s stockholders approve all or a portion of the compensation paid to its non-employee directors.…
Pay Ratio Developments From Last Proxy Season
Tune in for our upcoming monthly compensation webinar entitled “Pay Ratio: Developments from Last Proxy Season.” The purpose of this webinar is to provide pay ratio disclosure stats and exemplars, including common ratios broken down by industry, use of the…
Tally Sheets: A Reminder To Compensation Committees
To help preserve the business judgment rule defense and make it more difficult for a plaintiff to prove that a director breached his or her fiduciary duties, Compensation Committee members should use tally sheets (a.k.a., “placemats”) when making compensatory decisions…
Rule 701 Threshold That Triggers Enhanced Disclosure Is Increased
Rule 701 is the most relied upon exemption from SEC registration that is applicable to many private issuers granting compensatory equity awards. As described in more detail in an article (found here) from two members of our compensation…
Preparing The Compensation Committee
Tune in for our upcoming monthly compensation webinar entitled “Preparing for Proxy Season: Start Now (Annual Program).” The purpose of this webinar is to set forth the compensatory business and legal issues that publicly traded companies should consider bringing to…